Sec Form 4 Filing - Stevens Brian @ Groupon, Inc. - 2016-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Stevens Brian
2. Issuer Name and Ticker or Trading Symbol
Groupon, Inc. [ GRPN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CAO & Treasurer
(Last) (First) (Middle)
C/O GROUPON, INC., 600 WEST CHICAGO AVENUE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2016
(Street)
CHICAGO, IL60654
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/31/2016 M 6,792 A $ 0 169,857 D
Common Stock 12/31/2016 F( 1 ) 2,588 D $ 3.32 167,269 D
Common Stock 12/31/2016 M 12,718 A $ 0 179,987 D
Common Stock 12/31/2016 F( 1 ) 4,846 D $ 3.32 175,141 D
Common Stock 12/31/2016 M 25,000 A $ 0 200,141 D
Common Stock 12/31/2016 F( 1 ) 10,791 D $ 3.32 189,350 D
Common Stock 12/31/2016 M 8,000 A $ 0 197,350 D
Common Stock 12/31/2016 F( 1 ) 3,048 D $ 3.32 194,302 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 2 ) 12/31/2016 M 6,792 12/31/2015( 3 ) ( 3 ) Common Stock 6,792 $ 0 22,202 D
Restricted Stock Units ( 2 ) 12/31/2016 M 12,718 03/31/2016( 4 ) ( 4 ) Common Stock 12,718 $ 0 70,942 D
Restricted Stock Units ( 2 ) 12/31/2016 M 25,000 06/01/2016( 5 ) ( 5 ) Common Stock 25,000 $ 0 0 D
Restricted Stock Units ( 2 ) 12/31/2016 M 8,000 12/31/2016( 6 ) ( 6 ) Common Stock 8,000 $ 0 32,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stevens Brian
C/O GROUPON, INC.
600 WEST CHICAGO AVENUE, SUITE 400
CHICAGO, IL60654
CAO & Treasurer
Signatures
/s/ Erin G. Stone, by Power of Attorney 01/04/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld by the issuer to satisfy the mandatory tax withholding requirement upon vesting of restricted stock units. This is not an open market sale of securities.
( 2 )Each restricted stock unit represents a contingent right to receive one share of Common Stock.
( 3 )27,573 of the restricted stock units reported on this line vested on December 31, 2015; 27,170 of the restricted stock units vested quarterly in equal increments during calendar year 2016, beginning on March 31, 2016; and 22,202 of the restricted stock units will vest quarterly in equal increments duing calendar year 2017, beginning on March 31, 2017, in each case subject to Mr. Stevens' continued employment with the Company through each vesting date.
( 4 )50,874 of the restricted stock units reported on this line vested in equal installments on the last day of each calendar quarter over a twelve month period beginning on March 31, 2016, and 70,942 of the restricted stock units reported on this line will vest on the last day of each calendar quarter over a twelve month period beginning on March 31, 2017, in each case subject to Mr. Stevens' continued employment with the Company through each vesting date.
( 5 )25,000 of the restricted stock units reported on this line vested on June 1, 2016, and 25,000 of the restricted stock units reported on this line vested on December 31, 2016.
( 6 )The restricted stock units reported on this line will vest quarterly in five equal installments, beginning on December 31, 2016, in each case subject to Mr. Stevens' continued employment with the Company through each vesting date.

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